Bhagwati Autocast Ltd. (BHAGWATIAUTO) - Auditors Report

Company auditors report

To the Members of Bhagwati Autocast Limited

Report on the Financial Statements

We have audited the accompanying financial statements of BHAGWATI AUTOCAST LIMITED("the Company") which comprise the Balance Sheet as at March 31 2016 theStatement of Profit and Loss the Cash Flow Statement for the year then ended and asummary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section134(5) of the Companies Act 2013 ("the Act") with respect to the preparation ofthese financial statements that give a true and fair view of the financial positionfinancial performance and cash flows of the Company in accordance with the accountingprinciples generally accepted in India including the Accounting Standards specified underSection 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014. Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding the assets of the Company and for preventingand detecting frauds and other irregularities; selection and application of appropriateaccounting policies; makingjudgments and estimates that are reasonable and prudent; anddesign implementation and maintenance of adequate internal financial controls that wereoperating effectively for ensuring the accuracy and completeness of the accountingrecords relevant to the preparation and presentation of the financial statements thatgive a true and fair view and are free from material misstatement whether due to fraud orerror.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on ouraudit.

We have taken into account the provisions of the Act the accounting and auditingstandards and matters which are required to be included in the audit report under theprovisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified underSection 143(10) of the Act. Those Standards require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetherthe financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts andthe disclosures in the financial statements. The procedures selected depend on theauditor'sjudgment including the assessment of the risks of material misstatement of thefinancial statements whether due to fraud or error. In making those risk assessments theauditor considers internal financial control relevant to the Company's preparation of thefinancial statements that give a true and fair view in order to design audit proceduresthat are appropriate in the circumstances but not for the purpose of expressing anopinion on whether the Company has in place an adequate internal financial controls systemover financial reporting and the operating effectiveness of such controls.

An audit also includes evaluating the appropriateness of the accounting policies usedand the reasonableness of the accounting estimates made by the Company's Directors aswell as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the financial statements.

Opinion

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid financial statements give the information required by the Actin the manner so required and give a true and fair view in conformity with the accountingprinciples generally accepted in India:

(i) in the case of the Balance sheet of the state of affairs of the company as atMarch 312016;

(ii) in the case of the Statement of Profit and Loss of the profit for the year endedon that date; and

(iii) in the case of the Cash Flow Statement of the cash flows for the year ended onthat date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors report) Order 2016 ("The Order")issued by the central government of india in terms of subsection 11 of section 143 of theAct We give in the Annexure "A" statement on the matter specified in paragraphs3 & 4 of the order.

2. As required by section 143(3) of the Act we report that:

(a) We have sought and obtained all the information and explanations which to the bestof our knowledge and belief were necessary for the purpose of our audit;

(b) in our opinion proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books;

(c) the Balance Sheet Statement of Profit and Loss and Cash Flow Statement dealt withby this report are in agreement with the books of account;

(d) in our opinion the Balance Sheet Statement of Profit and Loss and Cash FlowStatement comply with the Accounting Standards referred to in section 133 of the CompaniesAct 2013 read with rule 7 of the Companies (Accounts) Rules 2014.

(e) on the basis of written representations received from the directors as on March 312016 and taken on record by the Board of Directors none of the directors is disqualifiedas on March 31 2016 from being appointed as a director in terms of sub section (2) ofsection 164 of the Companies Act 2013.

(f) In our opinion the company has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlover financial reporting were operating effectively as at March 31 2016 based on theinternal control over financial reporting criteria established by the company.

(g) With respect to the other matters included in the auditor's report and to best ofour information and according to the explanation given to us.

1. The company has disclosed the impact of pending litigation on its financial positionin its financial statements Refer to Note 13 to the financial statement.

2. The Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses.

3. There were no amounts which were required to be transferred to the InvestorEducation and Protection Fund by the Company.

For Milin J. Jani & Co.

Chartered Accountants

Firm's registration number : 106396W

Milin J. Jani

Proprietor

Membership number : 44077

Date : 24/05/2016

Place : Ahmedabad

Annexure "A" to the Independent Auditors' Report

Referred to in paragraph 1 under the heading 'Report on Other Legal & RegulatoryRequirements' of our report of even date to the financial statements of the Company forthe year ended March 312016:

1. In respect of Fixed Assets :

(a) The Company is maintaining proper records showing full particulars includingquantitative details and situation of fixed assets;

(b) The Fixed Assets have been physically verified by the management in a phasedmanner designed to cover all the items over a period of five years which in our opinionis reasonable having regard to the size of the company and nature of its business.According to information and explanation given to us no material discrepancies werenoticedon such verification.

(c) The title deeds of immovable properties are in the name of the company.

2. In respect of Inventories:

According to information and explanation given to usPhysical verification ofinventories has been conducted in reasonable interval by the Management and no materialdiscrepancies were noticed on physical verification during the year.

3. According to information and explanation given to us the Company has not grantedany loans secured or unsecured to companies firms Limited Liability partnerships orother parties covered in the Register maintained under section 189 of the Act.Accordingly the provisions of clause 3 (iii) (a) to (c) of the Order are not applicableto the Company and hence not commented upon.

4. In our opinion and according to the information and explanations given to us thecompany has not granted loan or given guarantee or provided security as provided in thesection 185 and I86 of the Companies Act 2013 In respect of loans investmentsguarantees and security.

5. According to information and explanation given to us the Company has not acceptedany deposits from the public and hence the directives issued by the Reserve Bank of Indiaand the provisions of Sections 73 to 76 or any other relevant provisions of the Act andthe Companies (Acceptance of Deposit) Rules 2015 with regard to the deposits acceptedfrom the public are not applicable.

6. The Central Government has prescribed maintenance of Cost Recordsunder section148(1) of the Companies Act 2013 in respect of manufacturing activities of the Company.We have broadly reviewed the accounts and records of the Company in this connection andare ofthe opinion that prima facie the prescribed accounts and records have been madeand maintained. We have not however made a detailed examination of the same.

7. According to information and explanations given to us in respect of statutory duesand on the basis of our examination of the books of account and records

(a) the Company has been generally regular in depositing undisputed statutory duesincluding Provident Fund

Employees State Insurance Income-Tax Sales tax Service Tax Duty of Customs Duty ofExcise Value added Tax Cess and any other statutory dues with the appropriateauthorities. According to the information and explanations given to us no undisputedamounts payable in respect of the above were in arrears as at March 312016 for a periodof more than six months from the date on when they become payable.

(b) According to the information and explanations given to us there are no materialdues of income tax sales tax service tax value added tax wealth tax duty of customsand Cess which have not been deposited with the appropriate authorities on account of anydispute except in respect to income tax penalty and excise duty the following dues havenot been deposited by the Company on account of disputes according to information andexplanations given to us:

Sr. No.

Name of the Statute

Nature of dues

Amount (Rs. lacs)

Period to which the amount relates

Forum where the dispute is pending

1

Income Tax

Demand

38.15

A.Y. 13-14

CIT-(A)

2

Income Tax

Penalty

1.47

A.Y. 10-11

CIT-(A)

3

Income Tax

Demand

13.42

A.Y. 12-13

CIT-(A)

4

Excise

Demand

3.92

F.Y. 02-03

CESTAT

5

Excise

Demand

3.39

F.Y. 03-04

CESTAT

6

Excise

Demand

2.35

F.Y. 04-05

CESTAT

7

Excise

Demand

1.87

F.Y. 05-06

CESTAT

8. The company has not defaulted in repayment of loans or borrowing to a financialinstitution bankGovernment or dues to debenture holders.

9. According to the information and explanations given by the management the companyhas not raised moneys by way of initial public offer or further public offer includingdebt instruments and term Loans during the year. Accordingly the provisions of clause 3(ix) of the Order are not applicable to the Company.

10. According to the information and explanations given by the management we reportthat no fraud by the Company or on the company by its officers or employees has beennoticed or reported during the year.

11. According to the information and explanations given by the management themanagerial remuneration has been paid or provided in accordance with the requisiteapprovals mandated by the provisions of section 197 read with Schedule V to the CompaniesAct;

12. In our opinion the Company is not a Nidhi Company. Therefore the provisions ofclause 4 (xii) of the Order are not applicable to the Company.

13. In our opinion all transactions with the related parties are in compliance withsection 177 and 188 of Companies Act 2013 and the details have been disclosed in theFinancial Statements as required by the applicable accounting standards.

14. According to the information and explanations given by the management the companyhas not made any preferential allotment or private placement of shares or fully or partlyconvertible debentures during the year under review. Accordingly the provisions of clause3 (xiv) of the Order are not applicable to the Company and hence not commented upon.

15. According to the information and explanations given by the management the companyhas not entered into any non-cash transactions with directors or persons connected withhim. Accordingly the provisions of clause 3 (xv) of the Order are not applicable to theCompany and hence not commented upon.

16. In our opinion the company is not required to be registered under section 45 IA ofthe Reserve Bank of India Act 1934 and accordingly the provisions of clause 3 (xvi) ofthe Order are not applicable to the Company and hence not commented upon.

For Milin J. Jani & Co.

Chartered Accountants

Firm's registration number : 106396W

Milin J. Jani

Proprietor

Membership number : 44077

Date : 24/05/2016

Place : Ahmedabad

Annexure 'B'

Annexure to the Independent Auditor's report of even date on the Standalone financialstatements of BhagwatiAutocast Limited

Report on the Internal Financial Controls under Clause (1) of Sub-section 3 of Sec.143of the Companies Act 2013("the Act")

We have audited the internal financial controls over financial reporting ofBhagwatiAutocast Limited ("the Company") as of March 312016 in conjunction withour audit of the standalone financial statements of the Company for the year ended on thatdate.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing and maintaining internalfinancial controls based on the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial controls over Financial Reportingissued by the Institute of Chartered Accountants of India. These responsibilities includethe design implementation and maintenance of adequate internal financial controls thatwere operating effectively for ensuring the orderly and efficient conduct of its businessincluding adherence to company's policies the safeguarding of its assets the preventionand detection of frauds and errors the accuracy and completeness of the accountingrecords and the timely preparation of reliable financial information as required underthe Act.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordancewith the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting(the "Guidance Note") and the Standards on Auditing issued by ICAI and deemedto be prescribed under section 143(10) of the Act to the extent applicable to an audit ofinternal financial controls both applicable to an audit of internal Financial Controlsand both issued by the Institute of Chartered Accountants of India. Those Standards andthe Guidance Note require that we comply with ethical requirements and plan and performthe audit to obtain reasonable assurance about whether adequate internal financialcontrols over financial reporting was established and maintained and if such controlsoperated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls systems over financial reporting and their operatingeffectiveness. Our audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls over financial reportingassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditor's Judgment including the assessment of the risks ofmaterial misstatement of the financial statements whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company's internal financial controls systemover financial reporting.

Meaning of Internal Financial Controls over Financial Reporting.

A company's internal financial control over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purpose in accordance with generallyaccepted accounting principles. A company's internal financial control over financialreporting includes those policies and procedures that (1) pertain to the maintenance ofrecords that in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the company. (2) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of financial statements inaccordance with generally accepted accounting principles and that receipts andexpenditures of the company are being made only in accordance with authorizations ofmanagement and directors of the company and (3) provide reasonable assurance regardingprevention or timely detection of unauthorized acquisition use or disposition of thecompany's assets that could have a material effect on the financial statements.

Because of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper management override ofcontrols material misstatements due to error or fraud may occur and not be detected.Also projections of any evaluation of the internal financial controls over financialreporting to future periods are subject to the risk that the internal financial controlover financial reporting may become inadequate because of changes in conditions or thatthe degree of compliance with the policies of procedures may deteriorate.

Opinion

In our opinion the Company has in all material respects an adequate internalfinancial control system over financial reporting and such internal financial controlsover financial reporting was operating effectively as on March 312016 based on theinternal control over financial reporting criteria established by the Company consideringthe essential components of internal controls stated in the Guidance Note on Audit ofInternal Financial Controls Over Financial Reports issued by the Institute of CharteredAccountants of India.